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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kabra Extrusion Technik Ltd.

Mar 31, 2025

Your Directors are pleased to present the Forty Second Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial / Operational Performance:

Key highlights of the financial results of the Company prepared as per the Indian Accounting Standards (''Ind AS'') for the FY ended March 31,2025 along with corresponding numbers of March 31, 2024 are as under:

(f in Lakhs)
Particulars	Standalone		Consolidated
Particulars	FY 24-25	FY 2023-24	FY 24-25	FY 2023-24
Revenue from operations	47,684.69	60,777.42	47,684.75	60,777.42
Other Income	1,298.45	688.07	1,298.45	688.07
Total income (A)	48,983.14	61,465.49	48,983.20	61,465.49
Expenses:
Cost of material consumed	32,048.60	44,306.76	32,051.74	44,244.78
Changes in inventories of finished goods, stock-in- trade & work-in-progress	(2,934.52)	(1,872.09)	(2,934.52)	(1,865.02)
Employee benefits expense	5,907.53	5,539.25	6,060.43	5,539.56
Finance Cost	1,117.31	978.30	1,117.31	978.30
Depreciation and amortisation expense	2,027.04	1,557.18	2,069.59	1,562.99
Other Expenses	7,473.91	6,734.22	7,540.87	6,794.29
Total expenses (B)	45,639.87	57,243.61	45,905.42	57,254.9
Profit / (Loss) before share in Profit (Loss) of Joint Ventures / subsidiaries, exceptional items & tax (A - B)	3,343.28	4,221.88	3,077.79	4,210.59
Share of net profit / (loss) of Associates and Joint Ventures accounted for using the equity method	-	-	54.46	224.44
Exceptional items	848.98	-	848.98	-
Profit / (Loss) before including exceptional item	4,192.26	4,221.88	3,981.22	4,435.03
Current Tax/Income Tax on earlier year	1,075.00	1,074.6	1,075.00	1,074.60
Deferred Tax	(269.94)	(20.11)	(313.99)	(21.27)
Profit/(Loss) for the period	3,387.20	3,167.39	3,220.20	3,381.70

2. Financial Performance

Standalone: During the year under review, the Total Revenue of your Company was f48,983.14 Lakhs as compared to f61,465.49 Lakhs in the previous year. The net profit for the year stood at f3,387.20 Lakhs against f3,167.39 Lakhs in the previous year.

Consolidated: During the year under review, the Total Revenue of your Company was f48,983.20 Lakhs as compared to f61,465.49 Lakhs in the previous year. The net profit for the year stood at f3,220.20 Lakhs against f3,381.70 Lakhs in the previous year.

Your Company''s performance has been discussed in detail in the ''Management Discussion and Analysis Report''.

3. Dividend and Transfer to Reserves:

The Board has recommended a final dividend @ 50% i.e. f2.50 per equity share for the financial year ended March 31,2025 (Previous Year final dividend of f3.50 per equity share i.e.70%) subject to the members'' approval at the ensuing Annual General Meeting of the Company.

The dividend recommended is in accordance with the principles and criteria as set out in the the Dividend Distribution Policy.

Based on the number of equity shares as on the date of this Report, the dividend, if approved would result in cash outflow of f874.32 Lakhs

Pursuant to the Finance Act, 2020, dividend income is taxable in hands of the shareholders effective April 01,2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

4. Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy.

The Policy is available on the website of the Company at https://www.kolsite.com/uploads/investores/pdf/Dividend%20 Distribution%20Policy.pdf

5. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2024-25 in the statement of profit and loss account.

6. Change in Share Capital

During the year under review, the Company has not issued any equity shares. As on March 31,2025, the Authorized Share Capital of the Company was ?20,00,00,000 divided into 4,00,00,000 equity shares of ?5/- each.

The Issued, subscribed and paid up share capital of the Company as on March 31, 2025 was ?17,48,64,180 divided into 3,49,72,836 equity shares of ?5/- each

7. Utilization of funds raised through issue of convertible warrants on preferential base :

The shareholders of the Company approved the issuance of 30,70,516 convertible warrants on a preferential basis to the Promoter Group and Investors at the Extra Ordinary General Meeting held on January 21, 2022. The Company had raised total funds of ?101.02 crore approx. on allotment of equity shares (upon conversion of 30,70,516 warrants into equity at a price of ?329/- each including premium of ?324/-) per warrant through preferential issue to promoter group and Investors. As on March 31, 2025, the Company has utilized an aggregate amount of ?97.11 crore. There has been no deviation in the use of proceeds from the object stated at the time of the issue.

8. Directors & Key Managerial Personnel:

Re-appointment

Mrs. Chitra Andrade (DIN: 08090478) will complete her first term of five (5) consecutive years as Independent Director of the Company on March 04, 2026, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mrs. Chitra Andrade as Independent Director of the Company for a second term of five (5) consecutive years commencing from March 05, 2026 to March 04, 2031, as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 42nd Annual General Meeting for approval of the shareholders.

Mrs. Chitra Andrade has submitted a declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for her continued appointment as an Independent Director.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Satyanarayan G. Kabra (DIN: 00015930), Non-Executive, Non- Independent Director of the Company, retires by the rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standard on General Meetings) are provided at the end of notice convening the 42nd Annual General Meeting.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are

Sl. No.	Name	Designation
1	Mr. Shreevallabh G Kabra	Whole Time Director
2	Mr. Anand Kabra	Managing Director
3	Mrs. Ekta Kabra	Managing Director
4	Mr. Atanu Maity*	Chief Executive Officer-Extrusion Division
5	Mr. Daulat Jain	Chief Financial Officer
6	Mrs. Shilpa Rathi	Company Secretary
* Mr. Atanu Maity has resigned with effect from 16/05/2025 During the year under review, there were no change in the Key Managerial Personnel of the Company.

Declaration from Independent Director

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors has also confirmed that they have complied with the Company''s Code of Business Conduct and Ethics. There was no change in the Composition of the Board of Directors and Key Managerial Personnel during the year under the review except as stated.

The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, knowledge and fulfil the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

9. Board Performance evaluation:

In accordance with the provisions of the Act and the Listing Regulations, the Company has conducted the Annual Performance Evaluation process, evaluating the performance of the Board, the Committee of Board and the individual directors including Chairman.

The Board of Directors has evaluated the performance of Independent Directors during the year 2024-25 and expressed their satisfaction with the evaluation process.

Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman after taking in account the views of all the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole.

10. Directors'' Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Directors, to the best of knowledge, confirm that:

i. in the preparation of annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed and no material departures had been made from the same;

ii. they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of a state of affairs of the Company as at March 31, 2025, and of the profit of the Company for the said Financial Year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a ''going concern basis'';

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Internal Financial Controls

The Board is of opinion that the Company''s Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its operations and were effective during the Financial Year 2024-25. These are routinely tested by Statutory as well as Internal Auditors and cover all the key business areas. The Audit Committee reviews the adequacy and effectiveness of internal control systems and monitors the implementation of audit recommendations, including those relating to strengthening the same. The Audit Committee and Statutory Auditors are appraised of the internal audit findings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their Report. The Board of Directors confirm compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

12. Significant Transactions

During the year under review, the Company divested its entire shareholding 4,99,400 equity shares, representing 49.94% of the paid up capital of its Associate Company, Penta Auto Feeding India Limited. Pursuant to the said divestment, Penta Auto Feeding India Limited has ceased to be an associate of the Company with effect from 06th February, 2025.

13. Subsidiary / Associate Companies and Consolidated Financial Statements:

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of all subsidiary and associates of the company in the prescribed format is annexed as Annexure-1 to this Report.

The Consolidated Financial Statements of the Company and its subsidiary and associate company, prepared in compliance with the Companies Act, 2013 and applicable Accounting Standards forms a part of this Annual Report. The Standalone and Consolidated financial statement of the Company and its subsidiaries are available on website of the Company at: https:// www.kolsite.com.

The Company funds it subsidiaries, from time to time in ordinary course of business and as per the funding requirements through securities, loan and/or other means to meet working capital requirements. In terms of the Company''s policy on determining âmaterial subsidiaryâ, framed in accordance with Regulation 16(1)(c) of SEBI Listing Regulation, no company was determined as material subsidiary during the financial year ended March 31, 2025. The said policy on material subsidiaries is available on the website of the Company at https://www.kolsite.com/uploads/investores/pdf/material-subsidiarv-policv-2019 1.pdf.

14. Material changes and commitments affecting financial position between the end of the financial year and date of the report.

There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.

15. Particulars of Loans, Guarantees or Investments:

Particulars of loans given, investments made, guarantees given and securities are provided in the notes to financial statement of the Standalone Financial of the Company.

16. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest was outstanding as on the date of the Balance Sheet.

17. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an arm''s length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The details of the transactions with Related Parties are provided in the accompanying Financial Statements. There were no material transaction of the Company with any of its related parties, hence the disclosure under section 134(3)(h) of the Act in AOC-2 is not applicable.

The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board of Directors. It is uploaded on the Company''s website at: https://www.kolsite.com/uploads/investores/pdf/RPT%20 Policy 1.pdf

18. Risk Management:

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a risk management committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

19. Significant and material orders:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

20. Corporate Governance:

The Company has put in place governance practice and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations.

A separate report on Corporate Governance as stipulated under SEBI Listing Regulations along with a Certificate of Compliance from the Statutory Auditors, forms part of this Annual Report.

21. Board and Committee

During the year, the Board met 5 (five) times, as detailed in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and relevant relaxation granted from time to time.

During the year under review, the Board has accepted the recommendation of the Audit Committee. Details of all the Committees of the Board is given in the Corporate Governance Report.

22. Credit Rating

Details of Credit Ratings obtained by the Company have been given in the Corporate Governance report, which forms part of integrated report.

23. Management Discussion and Analysis:

In terms of SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.

24. Measures for prevention of sexual harassment at work place:

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment.

There was no complaint of sexual harassment received during the year under review.

25. Auditors and their Report Statutory Auditors

M/s. Kirtane & Pandit LLP, Chartered Accountants (FRN : 105215W/W100057), the Statutory Auditor of the Company, was appointed for the term of five (5) years in the Annual General Meeting held on 19th July2024, till the conclusion of the 46th Annual General Meeting.

The notes on the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There is no audit qualification, reservation or adverse remark in their Report for the year under review. During the year, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditors:

M/s. Urvashi Kamal Mehta & Co., Cost Auditors, have conducted audit of Cost Accounting Records in respect of the Financial Year 2024-25 and report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has re-appointed M/s. Urvashi Kamal Mehta & Co., Cost Auditors for the FY 25-26. A remuneration of ?1,32,000/- plus applicable taxes and out of pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2025-26 as recommended by the Audit Committee and approved by the Board has to be ratified by the shareholders at the 42nd Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the requirement of Regulation 24A of the SEBI (LODR), Regulation, 2015, and subject to approval of shareholders in AGM, the Board of Directors has appointed M/s. Bhandari & Associates, (Firm Registration Number: P1981MH043700) a firm of Company Secretaries in practice to undertake the Secretarial Audit for a period of five (5) consecutive financial year from FY 2025-26 to 2029-30.

The Secretarial Audit Report in Form MR-3 for the said financial year is annexed to this Report as Annexure - 2. There is no other qualification, reservation or adverse remark in their report.

26. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. S. V. Kabra as Chairman, as detailed in the Corporate Governance Report forming part of the Annual Report. The CSR Policy adopted in compliance with the provisions of Section 135 of the Companies Act, 2013 is uploaded on the Company''s website at https://www.kolsite.com/ uploads/investores/pdf/csr-policy.pdf

During the year, the programmes/ initiatives / projects are taken up in line with the schedule VII of the Companies Act, 2013, which are duly incorporated in CSR Policy and forms the guiding principle for all our initiatives.

The annual report on CSR activities is annexed to this report as Annexure-3

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4.

28. Policy on Director''s appointment and remuneration:

The policy on Directors'' appointment and remuneration including determination of the qualification, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 forms part of the Remuneration Policy of the Company. A gist of the policy is available in the Corporate Governance Report. This policy is available on the Company''s website and can be accessed at https://www.kolsite.com/uploads/investores/pdf/remuneration-policv.pdf

It is affirmed that the remuneration paid to the directors is as per the terms set out in the Remuneration Policy of the Company.

29. Vigil Mechanism & Whistle Blower Policy:

The Company has framed a policy on Vigil Mechanism-Whistle Blower, enabling all the employees and other stakeholders of the Company to report any matter/activity on account of which the interest of the Company may be adversely affected, as a Protected Disclosure. This Policy has been placed on the Company''s website at: https://www.kolsite.com/uploads/ investores/pdf/vigil-mechanism-whistle-blower-policv.pdf

No complaint has been received during the year under review.

30. Particulars of employees and remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as Annexure 5.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Secretarial Department at the registered office of the Company.

31. Annual Return:

The copy of Annual Return in Form No. MGT-7 for the year 2024-25 as per provisions of the Companies Act, 2013 and Rules thereto, is available on the Company''s website at https://www.kolsite.com/annual-general-meeting.php > 2025.

32. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report initiatives taken from the environmental, social and governance perspective in the prescribed format is available on the Company''s website and can be accessed at https://kolsite.com/uploads/investores/pdf/BRSR202425.pdf

33. Transfers to the Investor Education and Protection Fund

''Transfer of unclaimed/unpaid amount to the Investor Education and Protection Fund'' has been covered in the Corporate Governance Report forming part of the Annual Report

34. Secretarial Standard

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

35. Other Disclosures:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status at the end of the financial year is not applicable; and the requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

36. Acknowledgement:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and cooperation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.

Mar 31, 2024

The Directors are pleased to present the Forty first Annual Report together with the Audited Financial Statements for the financial year ended March 31,2024.

1. Financial / Operational Performance: (Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	60777.42	67,000.77	60777.42	67,000.77
Other Income	688.07	317.34	688.07	317.34
Total income (A)	61465.49	67,318.11	61465.49	67,318.11
Expenses:
Cost of material consumed	44305.99	49,210.23	44244.01	49,224.09
Changes in inventories of finished goods, stock-in- trade & work-in-progress	(1872.09)	(583.14)	(1865.02)	(607.14)
Employee benefits expense	5539.25	4,771.81	5539.56	4,771.81
Finance Cost	978.30	906.14	978.30	906.14
Depreciation and amortisation expense	1557.18	1,356.93	1562.99	1,362.16
Other Expenses	6734.98	6,170.79	6795.06	6,204.61
Total expenses (B)	57243.61	61,832.76	57254.89	61,861.67
Share of net profit / (loss) of Associates and Joint Ventures accounted for using the equity method	-	-	224.44	(30.34)
Profit / (Loss) before share in Profit (Loss) of Joint Ventures / subsidiaries, exceptional items & tax (A - B)	4221.88	5,485.35	4435.04	5,456.44
Tax expenses:
Current Tax / Income Tax on Earlier Year	1074.60	1,426.42	1074.60	1,426.42
Deferred Tax	(20.11)	251.36	(21.27)	249.87
Profit/(Loss) for the period	3167.39	3,807.57	3381.70	3,749.81

2. Financial Performance

Standalone: During the year under review, the Total Revenue of your Company was f 61,465.49 Lakhs as compared to f 67,318.11 Lakhs in the previous year. The net profit for the year stood at f 3167.39 Lakhs against f 3807.57 Lakhs in the previous year.

Consolidated: During the year under review, the Total Revenue of your Company was f 61,465.49 Lakhs as compared to f 67,318.11 Lakhs in the previous year. The net profit for the year stood at f3381.70 Lakhs against f3749.81 Lakhs in the previous year.

Your Company''s performance has been discussed in detail in the ''Management Discussion and Analysis Report''. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.

3. Dividend and Transfer to Reserves:

The Board has recommended a final dividend @ 70% i.e. f 3.50 per equity share for the financial year ended March 31, 2024 (Previous Year final dividend of f3.50 per equity share i.e.70%) subject to the members'' approval at the ensuing Annual General Meeting of the Company.

The Board of Directors has approved and adopted a Dividend Distribution Policy in line with Regulations 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Policy is available on the Company''s website at https://www.kolsite.com/pdf/dividend-distribution-policv.pdf

The dividend recommended is in accordance with the principles and criteria as set out in the policy.

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the profit and loss account.

4. Change in Share Capital

During the year under review, there was no change in Authorized Share Capital of the Company and same stood at ?20,00,00,000 divided into 4,00,00,000 equity shares of ?5/- each as on March 31, 2024.

During the year under review, the Company on August 7, 2023 allotted 13,81,730 fully paid-up equity shares of face value of ?5/- each of the Company, on a preferential issue basis, upon conversion of 13,81,730 convertible warrants at a price of ?329/- each (including premium of ?324/-) for each convertible warrant upon receipt in aggregate balance 75% of the issue price.

The Company had received listing approval of NSE and BSE on 7^th September, 2023 and 30^th August, 2023, respectively.

The summary of convertible warrants issued and allotted to promoter group and Investors (Non-Promoter Group) along with the details of warrants converted into equity shares is given hereunder:

Total No. of Warrants issued and allotted	No. of Warrants pending for conversion as on 01/04/2023	Warrants converted into equity during the year	Warrants pending for conversion as on 31/03/2024
30,70,516	13,81,730	13,81,730	NIL

The paid up share capital of the Company as on March 31, 2024 stood at ?17,48,64,180 divided into 3,49,72,836 equity shares of ?5/- each

5. Utilization of funds raised through issue of convertible warrants on preferential base :

The Company has raised total funds of ?101.02 crore on allotment of equity shares (upon conversion of 30,70,516 warrants into equity at a price of ?329/- each including premium of ?324/-) per warrants through preferential issue from promoter group and Investors. The Company has utilized ? 55.81 crore upto 31/03/2024. There were no deviation in the use of proceeds from the object stated.

6. Directors & Key Managerial Personnel:

Appointment / Resignation

Mr. Anand Kabra (DIN: 00016010) was re-appointed as the Managing Director of the Company for a period of five (5) years w.e.f August 1, 2023 to July 31, 2028

Mr. Shreevallabh G. Kabra (DIN: 00015415) was re-appointed as Whole Time Director, Designated as Executive Chairman for a period of 5 (five) years w.e.f. April 1, 2024 to March 31, 2029.

Mr. Antony Alapat resigned as Company Secretary of the Company with effect from September 15, 2023.

Mrs. Shilpa Rathi was appointed as Company Secretary of the Company with effect from October 26, 2023.

Retirement by Rotation

In accordance with the provision of Section 152 of the Companies Act, 2013 ("the Act") read with rules made thereunder and the Articles of Association of the Company, Mr. Shreevallabh G. Kabra (DIN: 00015415) retires by the rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (''AGMâ).

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are

Sl. No.	Name	Designation
1	Mr. Shreevallabh G Kabra	Whole Time Director
2	Mr. Anand Kabra	Managing Director
3	Mrs. Ekta Kabra	Managing Director
4	Mr. Atanu Maity	Chief Executive Officer- Extrusion Division
5	Mr. Daulat Jain	Chief Financial Officer
6	Mrs. Shilpa Rathi	Company Secretary

Declaration from Independent Director

7. Board Performance Evaluation:

The Board of Directors has evaluated the performance of Independent Directors during the year 2023-24 and expressed their satisfaction with the evaluation process.

8. Directors'' Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Directors, to the best of knowledge, confirm that:

i. in the preparation of annual accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and no material departures had been made from the same;

ii. they have selected such accounting policies and applied them consistently, and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of a state of affairs of the Company as at March 31, 2024, and of the profit of the Company for the said Financial Year;

iv. they have prepared the annual accounts on a ''going concern basis'';

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board is of opinion that the Company''s Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its operations and were effective during the Financial Year 2023-24 . These are routinely tested by Statutory as well as Internal Auditors and cover all the key business areas. The Audit Committee reviews the adequacy and effectiveness of internal control systems and monitors the implementation of audit recommendations, including those relating to strengthening the same. The Audit Committee and Statutory Auditors are appraised of the internal audit findings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their Report. The Board of Directors confirm compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

9. Subsidiary / Associate Companies and Consolidated Financial Statements:

The Company funds it subsidiaries, from time to time in ordinary course of business and as per the funding requirements through equity, loan and/or other means to meet working capital requirements. In terms of the Company''s policy on determining âmaterial subsidiaryâ during the year ended March 31,2024, no company was determined as material subsidiary

The Company has adopted a policy for determining material subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulations, which is uploaded at: https://www.kolsite.com/pdf/material-subsidiarv-policv2019.pdf

10. Particulars of Loans, Guarantees or Investments:

Particulars of loans given, investments made, guarantees given and securities are provided as part of financial statement. For details, please refer to Note of the Standalone Financial Statements of the Company.

11. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest was outstanding as on the date of the Balance Sheet.

12. Related Party Transactions:

13. Risk Management:

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

14. Significant and material orders:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

15. Corporate Governance:

The Company has put in place governance practice and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations.

A separate report on Corporate Governance as stipulated under SEBI Listing Regulations along with a Certificate of Compliance from the Statutory Auditors, forms part of this Annual Report.

16. Board and Committee

During the year, the Board met 4 (four) times, as detailed in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and relevant relaxation granted from time to time.

During the year under review, the Board has accepted the recommendation of the Audit Committee. Details of all the Committees of the Board has been given in the Corporate Governance Report.

17. Credit Rating

Details of Credit Ratings obtained by the Company have been given in the Corporate Governance report, which forms part of integrated report.

18. Management Discussion and Analysis:

In terms of SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.

19. Measures for prevention of sexual harassment at work place:

There was no compliant of sexual harassment received during the year under review.

20. Auditors and their Report Statutory Auditors

M/s. A.G. Ogale & Co., Chartered Accountants (FRN:114115W), were appointed as Statutory Auditors of the Company, in the AGM held on July 31,2019 for a term of 5 (five) consecutive years till the conclusion of the 41^st Annual General Meeting to be held in the year 2024. They have completed the term of 5 years as Statutory Auditors of the Company, hence it is proposed, to the members for their approval, to appoint M/s. Kirtane & Pandit LLP, Chartered Accountants (Registration No. 105215W/W100057), as Statutory Auditors of the Company for a period of 5 (five) years, to hold office from the forthcoming AGM till the AGM to be held in the year 2029.

Accordingly, an item for appointment of M/s. Kirtane & Pandit LLP as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the members. Information about the proposed appointment of Statutory Auditor is given in the notice of AGM, which forms part of this Annual Report. The Board recommends their appointment.

Cost Auditors:

M/s. Urvashi Kamal Mehta & Co., Cost Auditors, have conducted audit of Cost Accounting Records in respect of the Financial Year 2023-24 and report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has re-appointed M/s. Urvashi Kamal Mehta & Co., Cost Auditors for the FY 24-25. At a remuneration of ? 1,32,000 (Rupees One Lakh thirty two thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 41^st Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

Secretarial Auditors and their Report:

21. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. Shreevallabh Kabra as Chairman, as detailed in the Corporate Governance Report forming part of the Annual Report. The CSR Policy adopted in compliance with the provisions of Section 135 of the Companies Act, 2013 is uploaded on the Company''s website at: https://www.kolsite. com/pdf/csr-policv.pdf

The annual report on CSR activities is annexed to this report as Annexure-3

22. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

23. Policy on Director''s appointment and remuneration:

It is affirmed that the remuneration paid to the directors is as per the terms set out in the Remuneration Policy of the Company.

24. Vigil Mechanism & Whistle Blower Policy:

No complaint has been received during the year under review.

25. Particulars of employees and remuneration:

Disclosures with respect to the remuneration of directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as âAnnexure 5â.

26. Annual Return:

The Annual Return in Form No. MGT-7 has been placed on the Company''s website at https://www.kolsite.com/annual-general-meeting.php

27. Business Responsibility and Sustainability Report (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR initiatives taken from the environmental, social and governance perspective in the prescribed format is available at website https://www.kolsite.com/brsr.php

28. Transfers to the Investor Education and Protection Fund

Transfer of unclaimed/unpaid amount to the Investor Education and Protection Fund has been covered in the Corporate Governance Report forming part of the Annual Report

29. Secretarial Standard

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

30. Other Disclosures:

31. Acknowledgement:

Mar 31, 2023

The Directors are pleased to present the Fortieth Annual Report together with the Audited Financial Statements for the financial year ended March 31,2023.

1. Financial / Operational Performance:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021 - 22	FY 2022-23	FY 2021 - 22
Revenue from operations	67,000.77	40,590.34	67,000.77	40,590.34
Other Income	317.34	224.91	317.34	224.91
Total income (A)	67,318.11	40,815.25	67,318.11	40,815.25
Expenses:
Cost of material consumed	49,210.23	28849.26	49,224.09	28,849.26
Changes in inventories of finished goods, stock-in- trade & work-in-progress	(583.14)	-1492.67	(607.14)	-1492.67
Employee benefits expense	4,771.81	3786,69	4,771.81	3788.90
Finance Cost	906.14	267.50	906.14	267.50
Depreciation and amortisation expense	1,356.93	1124.49	1,362.16	1,124,88
Other Expenses	6,170.79	3,951.61	6,204.61	3,951.79
Total expenses (B)	61,832.76	36,486.89	61,861.67	36,489.66
Profit / (Loss) before share in Profit (Loss) of Joint Ventures / subsidiaries, exceptional items & tax (A - B)	5,485.35	4,328.36	5,456.44	4,325.59
Share of net profit / (loss) of Associates and Joint Ventures accounted for using the equity method	-	-	(30.34)	24.63
Tax expenses:
Current Tax / Income Tax on Earlier Year	1426.42	1,288.68	1426.42	1,288.68
Deferred Tax	251.36	34.17	249.87	34.17
Profit/(Loss) for the period	3,807.57	3,005.50	3,749.81	3,027.37

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

2. Dividend and Transfer to Reserves:

Your Directors are pleased to recommend a dividend @ 70 % i.e. Rs. 3.5 /- per equity share for the financial year 2022-23 subject to the Members'' approval (previous year Rs. 3 Per equity share i.e 60 %). The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the profit and loss account.

The dividend recommended is in accordance with the principles and criteria as set out in the

Dividend Distribution Policy. The Dividend Distribution Policy is placed on the Company''s website at https://www.kolsite. com/pdf/dividend-distribution-policy.pdf.

3. Change in Share Capital

During FY 2022-23, the Company has converted 1508338 warrants into equity shares of Rs. 5 each on January 13, 2023. Post the allotment, the paid up capital of the Company has increased from Rs. 16,04,13,840/- (3,20,82,768 equity shares of face value of Rs. 5/- each fully paid up) to Rs. 16,79,55,530/- divided into 33,591,106 equity shares of face value of Rs. 5/- each fully paid up).

4. Directors & Key Managerial Personnel:

â¢ Mrs. Ekta A. Kabra (DIN: 07088898) retires by the rotation and being eligible, has offered herself for reappointment at the ensuing Annual General Meeting (âAGMâ).

â¢ Mr. Atanu Maity is appointed as Chief Executive Officer - Extrusion Division of the company w.e.f 10th May, 2022.

â¢ Mr. Shreevallabh G. Kabra is proposed to be re-appointed as Whole time director designated as the Executive Director of the company w.e.f 1st April, 2024 at the ensuing Annual General Meeting (âAGMâ).

â¢ Mr. Anand S. Kabra is proposed to be re-appointed as the Managing Director of the Company w.e.f 1st August 2023 at the ensuing Annual General Meeting (âAGMâ).

Board Performance evaluation:

A separate meeting of Independent Directors was held on January 19, 2023 in compliance of Regulation 25 of the Listing Regulations and Schedule IV to the Act, without the presence of Executive Directors. Performance of Non-Independent Directors, performance of the Board as a whole and of Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors and on the basis of evaluation criteria. Pursuant to the applicable provisions of the Act and the Listing Regulations, a formal annual performance evaluation, by the Board of its own performance & that of its Committees and individual Directors, including the Executive Chairman and the Independent Directors, was conducted based on the evaluation criteria and framework adopted by the Board and the Directors express their satisfaction with the evaluation process.

5. Independent Directors:

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances, which has affected their status as Independent Directors. They are independent of the Management and are not related to any of the Directors or Key Managerial Personnel of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, knowledge and fulfil the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

The Familiarization Program for Independent Directors and details thereof are put up on the website of the Company at https://www.kolsite.com/pdf/familiarization-program-for-independent-director-for-fy-2022-2023.pdf

6. Directors'' Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Directors, to the best of knowledge, confirm that:

i. in the preparation of annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed and no material departures had been made from the same;

ii. they have selected such accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of a state of affairs of the Company as at March 31, 2023, and of the profit of the Company for the said Financial Year;

iv. they have prepared the annual accounts on a ''going concern basis'';

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board is of opinion that the Company''s Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its operations and were effective during the Financial Year 2022-23. These are routinely tested by Statutory as well as Internal Auditors and cover all the key business areas. The Audit Committee reviews the adequacy and effectiveness of internal control systems and monitors the implementation of audit recommendations, including those relating to strengthening the same. The Audit Committee and Statutory Auditors are appraised of the internal audit findings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their Report. The Board of Directors confirm compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

7. Subsidiary / Associate Companies and Consolidated Financial Statements:

Kabra Mecanor Belling Technik Pvt. Ltd. is a subsidiary of the Company, engaged in the business of manufacturing belling machines and has reported sales revenue of NIL and other income of Rs.4.29 Lakhs. It has suffered loss of ? 8.12 Lakhs during the financial year ended March 31, 2023 as compared to loss of ? 10.66 Lakhs in the previous year.

Penta Auto Feeding India Ltd. is an associate company within the meaning of Section 2(6) of the Companies Act, 2013, engaged in the business of manufacturing auto feeding systems and has reported sales revenue of ? 549.43 Lakhs as compared to ? 1290.15 Lakhs in the previous year and other income of ? 1.98 Lakhs. It has suffered loss of ? 49.38 Lakhs for the current year as compared to profit earned Rs. 64.26 Lakhs in the previous year.

Varos Technology Private Limited is the wholly owned subsidiary of the company engaged in the business of technology product and service provider in the field of Internet of things (IOT) that improve the life and performance of lithium-ion batteries and has reported Sales revenue of Rs. 43.37 Lakhs. It has suffered loss Rs. 27.41 lakh during the financial year ended March 31,2023 as compared to Rs. 7.10 Lakhs in previous year.

Kolsite Energy Private Limited became the wholly owned subsidiary of the company on March 08, 2023, engaged in the business of manufacturing, developing all kind of electronic and electrical product, machineries, equipment, instruments, systems, goods and appliances and has reported sales revenue of NIL. It has suffered loss Rs. 0.10 lakh during the financial year ended March 31, 2023.

A statement containing the salient features of the financial statements of associate company and subsidiary in the prescribed format is annexed as Annexure-1 to this Report.

The Consolidated Financial Statements of the Company and its subsidiary and associate company, prepared in compliance with the Companies Act, 2013 and applicable Accounting Standards forms a part of this Annual Report. Separate audited financial statements of both the above companies are available onto website of the Company at: https://www.kolsite.com and hence are not annexed with this Annual Report. The same will be made available on email to any shareholder of the Company, on request.

The Company does not have any material subsidiary company.

8. Particulars of Loans, Guarantees or Investments:

The Company has given Inter- corporate loan to M/s. Varos Technology Private Limited (wholly owned Subsidiary) of Rs. 2 Crores. The existing loan has been converted into 20,00,000 unsecured zero-rated Compulsory Convertible Debentures (CCD) of Rs.10/- each. The details of Investments made during the year have been provided in this Annual Report.

9. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest was outstanding as on the date of the Balance Sheet.

10. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an arm''s length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The details of the transactions with Related Parties are provided in the accompanying Financial Statements. The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board of Directors. It is uploaded on the Company''s website at: https://www.kolsite.com/pdf/related-party-transaction-policy.pdf

The Company has not entered into any material related party transaction during the year under review. Hence not required to provide details in Form AOC-2.

11. Risk Management:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis and have also constituted the Risk Management Committee, its details are available in the Corporate Governance Report.

12. Significant and material orders:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

13. Corporate Governance:

A separate section on Corporate Governance is included in this report together with Compliance Certificate received from M/s. A. G. Ogale & Co., Chartered Accountants, Statutory Auditors of the Company, which does not contain any qualification, reservation or adverse remark.

14. Meetings of the Board:

During the year under review, 5 (Five) meetings of the Board were held, as detailed in the Corporate Governance Report.

15. Committee Composition:

The composition of various Committees of the Board of Directors is provided in Corporate Governance Report. During the year, all recommendations made by the committees were approved by the Board.

16. Management Discussion and Analysis:

The Management Discussion and Analysis Report forms an integral part of this Report.

17. Measures for prevention of sexual harassment at work place:

18. Statutory Auditors and their Report:

M/s. A. G. Ogale & Co, a firm of Chartered Accountants were appointed as the Statutory Auditors of the Company for one term of 5 (five) consecutive years to hold office from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting. The Company has received their eligibility certificate subject to Section 139 and 141 of the Act and Rules made thereunder. Section 139(1) related to ratification has been done away with vide notification dated May 07, 2018 issued by the Ministry of Corporate Affairs.

There is no audit qualification, reservation or adverse remark in their Report for the year under review. During the year, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

19. Cost Auditors:

The company is required to make and maintain cost records for other machinery and Mechanical Appliances products as specified by the Central Government under section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required. M/s. Urvashi Kamal Mehta & Co., Cost Auditors, have conducted audit of Cost Accounting Records in respect of the Financial Year 2022-23 and report thereon shall be finalized and filed as statutorily provided. As per Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, the Board of Directors of the Company has appointed M/s. Urvashi Kamal Mehta & Co., a firm of Cost Accountants as the Cost Auditor for the Financial Year 2023-24 upon recommendation of the Audit Committee on proposed remuneration of ? 1, 32,000/- (Rupees One Lakh Thirty- Two Thousand only) plus applicable taxes, and out of pocket expenses, if any. The said remuneration is subject to the ratification by the Members at the ensuing Annual General Meeting. The Members are requested to consider the ratification of the said proposed remuneration as per the resolution set out in the accompanying Notice of AGM.

20. Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Bhandari & Associates, a firm of Company Secretaries in practice to undertake the audit of secretarial and related records for the Financial Year 2022-23. Their Report together with Secretarial Compliance Report pursuant to SEBI Listing Regulations are annexed as Annexure-2 to this Report. Regarding the Observations in the Report The Board would like to clarify that the Company has conducted a Stakeholders meeting in a Calendar year as defined in General Clauses act and there was delay of 4 days in transferring unspent CSR amount to the special Bank account due to exigencies on the part of the Bank in opening the Bank Account. The Board would ensure such instances are not repeated in future There is no other qualification, reservation or adverse remark in their report.

21. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. S. V. Kabra as Chairman, as detailed in the Corporate Governance Report forming part of the Annual Report. The CSR Policy adopted in compliance with the provisions of Section 135 of the Companies Act, 2013 is uploaded on the Company''s website at: https://www.kolsite. com/pdf/ket-csr-policy.pdf Information on the CSR contribution has been provided in Annexure-3.

22. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

23. Policy on Director''s appointment and remuneration:

Extract of Company''s Policy on Director''s appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations has been disclosed in Annexure-5 to this Report and the Policy is available on the Company''s website at https://www.kolsite.com/code-and-policy.php. It is affirmed that the remuneration paid to the directors is as per the terms set out in the Nomination & Remuneration Policy of the Company.

24. Vigil Mechanism & Whistle Blower Policy:

No complaint has been received during the year under review.

25. Particulars of employees and remuneration:

The information required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-6.

26. Annual Return:

The Annual Return in Form No. MGT-7 has been placed on the Company''s website at: https://www.kolsite.com/annual-general-meeting.php. And hence the extract thereof has been not been annexed herewith.

27. Business Responsibility Report:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report initiatives taken from the environmental, social and governance perspective in the prescribed format is available as a separate section of this Annual Report.

28. Other Disclosures:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status at the end of the financial year is not applicable; and The requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

29. Acknowledgement:

Mar 31, 2018

DIRECTORSâ REPORT

To,

The Members of

Kabra Extrusiontechnik Limited,

Mumbai

The Directors are pleased to present the Thirty-Fifth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2018.

1. Financial / Operational Performance:

(Rs, in Lakhs)

Particulars	Standalone		Consolidated
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from operations Other Income	27,146.66 257.01	29,849.62 221.75	27,146.66 257.01	29,849.62 221.75
Total income (A)	27,403.67	30,071.37	27,403.67	30,071.37
Expenses: Cost of material consumed	17,834.82	17,857.20	17,834.82	17,857.20
Changes in inventories of finished goods, stock-in-trade & work-in-progress	(1,101.10)	(346.83)	(1,101.10)	(346.83)
Excise Duty	334.09	2,242.29	334.09	2,242.29
Employee benefits expense	3,440.81	3,137.43	3,440.81	3,137.43
Finance Cost	147.82	193.15	147.82	193.15
Depreciation and amortisation expense	793.40	698.95	793.40	698.95
Other Expenses	3,819.57	3,973.41	3,819.57	3,973.41
Total expenses (B)	25,269.41	27,755.60	25,269.41	27,755.60
Profit/(Loss) before share in Profit/(Loss) of Joint Ventures / subsidiaries, exceptional items & tax (A- B)	2,134.26	2,315.77	2,134.26	2,315.77
Share of net profit/(loss) of Associates and joint ventures accounted for using the equity method	_-	_-	(12.20)	(33.12)
Tax expenses: Current Tax	499.07	453.29	499.07	453.29
MAT Credit entitlement	(383.95)	(440.33)	(383.95)	(440.33)
Deferred Tax	7.38	227.30	7.38	227.30
Profit/(Loss) for the period	2,011.77	2,075.51	1,999.57	2,042.40

There are no material changes or commitments, affecting the financial position of the Company between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

2. Dividend and Transfer to Reserves:

Your Directors recommend a dividend of 40% i.e. Rs, 2.00 per equity share of face value of Rs, 5.00 each, aggregating to Rs, 638.05 Lakhs (Previous Year: Rs, 638.05 Lakhs). The balance in the Statement of Profit and Loss after adjusting the appropriations for the year is Rs, 12,862.65 Lakhs. There was no transfer to the General Reserve.

3. Exports:

Exports during the year is Rs, 7,433.67 Lakhs as against previous yearâs export of Rs, 8,685.62 Lakhs and is about 28.09% of the total Sales Revenue.

4. Directors:

Shri Varun S. Kabra resigned as a Director and Director - Business Development w.e.f. 13^th September, 2017. The Board places on record its sincere appreciation for the services rendered by him during his tenure as Director of the Company.

Shri Anand S. Kabra, Director is liable to retire by rotation subject to Section 152 of the Companies Act, 2013 (âthe Actâ) at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Shri Anand S. Kabra was elevated to the position of Managing Director with effect from 13^th September, 2017 and holds office till 31^st July, 2018. His re-appointment as a Managing Director for a term of 5 (five) years has been approved by the Board of Directors at its meeting held on 25^th May, 2018, subject to its approval by the Members. The Board of Directors recommends his re-appointment as a Director and as a Managing Director.

Shri Satyanarayan G. Kabra, Vice Chairman & Managing Director of the Company, holding such position from 01^st July 2013 to 30^th June 2018 has requested the Board to relieve him from the position of Managing Director i.e. 01^st July 2018. The Board reluctantly accepted such request. He shall continue to act as a Non-Executive Director, holding the position of Vice Chairman of the Company.

The Board is seeking approval of the Members to continue the directorship of the Non-Executive Directors who are of age 75 years or more as provided under the amended SEBI Regulations.

5. Independent Directors and Key Managerial Personnel:

A separate meeting of Independent Directors was held on 31^st January, 2018 in compliance of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Act, without the presence of Executive Directors. Performance of Non-Independent Directors, performance of the Board as a whole and of Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors and on the basis of evaluation criteria.

The Company has conducted a formal annual performance evaluation, by the Board of its own performance & that of its committees and individual Directors, including the Executive Chairman and the Independent Directors, as per the laid down criteria.

All independent directors have given declaration that they meet the criteria of independence as provided in Section 149 (6) of the Act, and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances, which has affected their status as independent director. In the opinion of the Board, they fulfill the conditions of independence as specified and are independent of the Management. Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee to them for attending meetings of Board and its Committees.

Shri Yogesh M. Dave ceased to be Chief Financial Officer and Key Managerial Personnel i.e. 13^th September, 2017 upon his retirement. Shri Yogesh D. Sanghavi ceased to be Company Secretary, Compliance Officer and Key Managerial Personnel i.e. 01^st September, 2017 upon his retirement.

Shri Daulat R. Jain has been appointed as Chief Financial Officer and Key Managerial Personnel w.e.f. 14^thSeptember, 2017 in compliance of Section 203 of the Companies Act, 2013.

Smt. Arya K. Chachad has been appointed as Company Secretary, Compliance Officer and Key Managerial Personnel i.e. 14^th September, 2017 in compliance of Section 203 of the Companies Act, 2013 and other statutory provisions.

The aforesaid appointments are based on the recommendations of the Nomination and Remuneration Committee of the Board.

6. Directorsâ Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirm that:

i. in the preparation of annual accounts for the year ended 31^st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31^st March, 2018, and of the profits of the Company for the said Financial Year;

iv. they have prepared the said accounts on a âgoing concern basisâ;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board is of opinion that the Companyâs Internal Financial Controls were adequate and effective during the Financial Year 2017-18. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and Departmental Heads are appraised of the internal audit findings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their Report.

7. Subsidiary / Associate Companies and Consolidated Financial Statements:

The Company has adopted a policy for determining material subsidiaries in terms of Regulation 16(1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is uploaded on http://www. kolsite.com/Upload/Financial Result/MATERIAL%20SUBSIDIARY%20POLICYpdf.

Kabra Mecanor Belling Technique Pvt. Ltd., has become a subsidiary of the Company i.e. 09^th November, 2017 upon making investment of Rs, 4.98 Lakhs as a subscriber to its Memorandum of Association out of Paid-up Capital of Rs, 5 Lakhs of said Company. It is yet to commence its commercial operations. It has suffered loss of Rs, 32,195/- for the period from 09^th November, 2017 to 31^st March, 2018 on account of incorporation expenses incurred by it.

Punta Auto Feeding India Ltd. (Punta) is an associate company within the meaning of Section 2(6) of the Companies Act, 2013. Punta has reported sales revenue of Rs, 87.24 Lakhs and Loss of Rs, 61.35 Lakhs for the year ended 31^st March 2018.

A statement containing the salient features of the financial statements of associate company and subsidiary in the prescribed format AOC-1 is annexed as Annexure-1 to this Report. The Company does not have any material unlisted Indian subsidiary company.

The Consolidated Financial Statements relate to the Company, its subsidiary and its associate / joint venture company, Punta Auto Feeding India Ltd. and Kabra Mecanor Belling Technique Pvt. Ltd. These consolidated

financial statements are prepared in compliance with all the applicable Accounting Standards. Separate audited financial statements of both the above companies are posted onto website of the Company at: http:// www.kolsite.com and hence the same are not annexed with this Annual Report and the same will be made available to any shareholder of the Company, on request.

8. Particulars of Loans, Guarantees or Investments:

The Company has not given any loans or guarantees or provided any security during the year. Details of Investments made during the year under review are given in the Notes to the Financial Statements.

9. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance Sheet.

10. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an armâs length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The Company has not entered into any material related party transaction during the year under review. The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board and is uploaded on the Companyâs website: http://www.kolsite.com/Upload/FinancialResult/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf

The details of the transactions with Related Parties are provided in the accompanying financial statements.

11. Risk Management:

12. Significant and material orders passed by the Regulators or Courts:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

13. Number of Meetings of the Board:

During the year under review, 4 (four) meetings of the Board were held, as detailed in the Corporate Governance Report, forming part of this Annual Report. The Company has complied with the relevant Secretarial Standards.

14. Audit Committee Composition:

Audit Committee composition is presented in Corporate Governance Report. There have not been any instances during the year, when recommendations of the said committee were not accepted by the Board.

15. Corporate Governance:

A separate section on Corporate Governance is included in this Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Compliance Certificate received from M/s. Kirtane & Pandit LLP, Chartered Accountants, Statutory Auditors of the Company, is also attached to this Report.

16. Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

17. Measures for prevention of sexual harassment at work place:

The Company pursuant to Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressed) Act, 2013 and Rules made there under, had constituted the Internal Complaints Committee. During the year, no complaint was lodged with the Committee.

18. Statutory Auditors and their Report:

M/s. Kirtane & Pandit LLP, a firm of Chartered Accountants were appointed as the Statutory Auditors of the Company for One term of 5 (five) consecutive years to hold office from the conclusion of the 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting. The Company has received their eligibility certificate subject to Section 139 and 141 of the Act and Rules made there under.

Section 139(1) related to ratification has been done away with vide notification dated 07^th May, 2018 issued by the Ministry of Corporate Affairs. There is no audit qualification in the Financial Statements by the Statutory Auditors for the year under review.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

19. Cost Auditors:

As per Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Urvashi Kamal Mehta & Co., a firm of Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for the Financial Year 2018-19 on the recommendation made by the Audit Committee. M/s. Dhara Shah & Associates have given their NOC to appoint any other Cost Accountant in practice as a Cost Auditor.

The remuneration of Rs, 1,20,000/- (Rupees One Lakh Twenty Thousand Only) excluding applicable taxes, Conveyance and out of pocket expenses, if any, proposed to be paid to the said Cost Auditors in respect of the said audit is subject to the ratification by the Members at the ensuing Annual General Meeting. Members are requested to consider the ratification of their remuneration payable for the Financial Year ending 31 ^st March,

2019. M/s. Dhara Shah & Associates have conducted audit of Cost Accounting Records in respect of the Financial Year 2017-18 and report thereon shall be finalized and filed as statutorily provided.

20. Secretarial Auditors and their Report:

21. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee headed by Shri S. V. Kabra as Chairman, as detailed in the Corporate Governance Report, forming part of this Annual Report. CSR policy was also adopted in compliance with the provisions of section 135 of the Companies Act, 2013 and is uploaded on the Companyâs website: http://www.kolsite.com/Upload/FinancialResult/REVISED%20CSR%20POLICY.pdf

Further, additional information on the CSR Policy and implementation of CSR activities by your Company during the year under review are provided in Annexure-3. During the year, the Company has spent specific amount as detailed in Annexure-3, as process of identifying activities/projects is ongoing to be in line with the CSR objectives of the Company.

22. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4 to this Report.

23. Nomination & Remuneration Policy:

Extract of Companyâs Policy on Directorâs appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 has been disclosed in Annexure-5 to this Report.

24. Vigil Mechanism & Whistle Blower Policy:

http://www.kolsite.com/Upload/FinancialResult/VIGIL%20MECHANISM%20WHISTLE%20BLOWER%20POLICY.pdf . No complaint has been received during the year under review.

25. Particulars of employees and remuneration:

The information required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-6.

26. Extract of Annual Return:

Pursuant to Section 92(3), 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form No. MGT-9 is annexed as Annexure-7.

27. Employee Relations:

Employee relations continued to be cordial. The Company takes pride in the commitment and dedication shown by its employees in all areas of business.

28. Acknowledgement:

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.

Belling Technique Pvt. Ltd., and will manufacture Corrugators with technology from Unicorn GmbH, Germany during the Financial Year 2018-19. The Company has imported technology to manufacture Flat-Drip Laterals Extrusion Lines from Metzerplas Industries Ltd., Israel.

PVC Pipe Processing Industry in India is undergoing transformation phase of using Lead stabilizers for several decades to Lead Free, due to recent concerns on the grounds of health hazards. The Company is geared up to provide a technological solution to face the upcoming challenges to process Lead-Free stabilizers by upgrading the existing set up of its customers. The Company has developed a retrofit KIT with successful proven performance in the field and now has an effective solution to offer to PVC Pipe processors.

The Company continuously focuses on safety of environment and is increasing its awareness amongst the employees of the Company. Measures are being taken continuously to control cost on all fronts.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companyâs internal audit system is geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companyâs policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliance with applicable laws and regulations and safeguarding of assets from unauthorized use.

The Company has appointed a firm of Chartered Accountants as Internal Auditors in compliance of Section 138 of the Companies Act, 2013 to conduct internal audit of functions and activities of the Company. They report on quarterly basis to the Company on their findings. Their Report is reviewed by the Audit Committee of the Board.

7. FINANCIAL & OPERATIONAL PERFORMANCE:

Your Company has a low debt equity ratio and is well placed to service its borrowings made by way of working capital facilities.

No financial defaults of whatsoever nature were reported during the year under review.

8. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Industrial relations during the year were cordial and peaceful without any disruption of manufacturing activities. Programmes aiming at leadership development and up gradation with advancing technology on all fronts were conducted during the year. Manpower as on 31^st March, 2018 including Workers, Staff and Executives was 482.

9. CAUTIONARY STATEMENT:

Actual performance may differ from projections made, as the Companyâs operations are subject to various economic conditions, government regulations and other incidental factors.

For and on behalf of the Board

Place : Mumbai

Date : 25^th May, 2018 S. V. Kabra

Chairman & Managing Director

(DIN:00015415)

Mar 31, 2017

DIRECTORSâ REPORT

To,

The Members of

Kabra Extrusiontechnik Limited,

Mumbai

The Directors are pleased to present the THIRTY-FOURTH ANNUAL REPORT together with the AUDITED STATEMENT OF ACCOUNTS for the year ended 31^st March, 2017.

1. FINANCIAL PERFORMANCE:

(Rs. in Lacs)

PARTICULARS	FY 2016-17	FY 2015-16
Revenue from Operations and Other Income	28,760.87	32,142.69
Gross Profit before Finance Cost & Depreciation	4,086.76	6,051.82
Less: Finance Cost	193.15	176.59
Depreciation	698.95	870.54
Profit Before Tax and exceptional item	3,194.66	5004.69
Less: Provision for Diminution in long-term investments	--	(1,850.00)
Profit Before Tax	3,194.66	3,154.69
Add / (Less): Provision for Taxation	(675.00)	(1,030.00)
Excess Provision of earlier year	--	22.42
Provision for Deferred Tax	(190.59)	100.34
MAT Credit entitlement	440.33	--
Net Profit After Tax & Deferred Tax	2,769.40	2,247.45
Balance b/f from previous year	8,240.56	7,082.00
Amount available for appropriation	11,009.95	9,329.45
APPROPRIATIONS:
Transferred to General Reserve	275.00	225.00
Interim Dividend / Proposed Dividend¹	--	717.80
Tax on Interim / Proposed Dividend*	--	146.13
Surplus balance carried to Balance Sheet	10,734.96	8,240.56
	11,009.95	9,329.45

2. DIVIDEND:

Your Directors are pleased to recommend a dividend @ 40% i.e. Rs. 2/- per equity share of face value of Rs. 5/each for the financial year 2016-17subject to the Members'' approval [@ 45% i.e. Rs. 2.25 per equity share of face value of Rs. 5/- each for the previous year].

4. OPERATIONS AND OUTLOOK:

The Company has achieved Operational and Other Income for the year under review at Rs. 28,760.87 Lacs as against the previous year''s Operational and Other income of Rs. 32,142.49 Lacs. The profit before tax and exceptional item was Rs. 3,194.66 Lacs against the previous year''s profit of Rs. 3,154.69 Lacs. Net profit of the Company after exceptional items and tax was Rs. 2,769.39 Lacs against Rs. 2,247.45 Lacs of the previous year.

5. EXPORTS:

Exports during the year is Rs. 8,685.62 Lacs as against previous year''s export of Rs. 8,244.90 Lacs and is about 31.46% of Total Sales Revenue turnover.

6. DIRECTORS:

Shri Satyanarayan G. Kabra and Smt. Jyoti V. Kabra, Directors of the Company are liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and are eligible for re-appointment. Smt. Jyoti V. Kabra has indicated to the Company that she is not seeking re-appointment. The Board placed on record its appreciation for valuable services rendered by Smt. Jyoti V. Kabra during her tenure as Director. The Board proposed that the vacancy caused by her retirement be not filled. The Board of Directors recommends the re-appointment of Shri Satyanarayan G. Kabra.

Shri Boman Moradian and Smt. Ekta A. Kabra have been appointed as Additional Directors by the Board at its meeting held on 16^th May, 2017 and hold office up to the date of ensuing AGM. Shri Boman Moradian has been appointed in category of Independent Director. Smt. Ekta A. Kabra being appointed as Executive Director to be designated as Director - Strategy w.e.f. 01^st August, 2017. Members'' approval for their appointment is sought.

7. INDEPENDENT DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A separate meeting of Independent Directors was held in compliance of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Act, without the presence of Executive Directors. Performance of Non-Independent Directors, performance of the Board as a whole and of Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors and on the basis of evaluation criteria.

All independent directors have given declaration that they meet the criteria of independence as provided in Section 149 (6) of the Act, and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances, which has affected their status as independent director. In the opinion of the Board, they fulfill the conditions of independence as specified and are independent of the Management. Non-Executive Directors of the Company had no pecuniary relationship other than sitting fee for attending meetings.

Shri Yogesh M. Dave, General Manager - Finance of the Company has been recognized as Chief Financial Officer of the Company in compliance of Section 203 of the Companies Act, 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT AND INTERNAL FINANCE CONTROL:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirm that:

i. in the preparation of annual accounts for the year ended 31^st March, 2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31^st March, 2017, and of the profits of the Company for the said financial year;

iv. they have prepared the said accounts on a ''going concern basis'';

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board is of opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2016-17.The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same.The Audit Committee of the Board of Directors, Statutory Auditors and Departmental Heads are appraised of the internal audit findings and corrective actions taken. Statutory Auditors of the Company have reported on adequacy of internal control in their Report.

9. SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The Company has adopted a policy for determining material subsidiaries in terms of Regulation 16(1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is uploaded on http://www.kolsite.com/Upload/FinancialResult/MATERIAL%20SUBSIDIARY%20POLICY.pdf. The Company has no subsidiary company, nor has any company become or ceased to be a subsidiary of the company. The Company does have an associate or joint venture company, Penta Auto Feeding India Ltd. (Penta) within the meaning of Section 2(6) of the Companies Act, 2013. A statement containing the salient features of the financial statement of associate company / joint venture in the prescribed format AOC-1 is annexed herewith as Annexure -1 to this Report. Penta has commenced its commercials operations and has reported a sales revenue of Rs. 35 Lacs and Loss of Rs. 65.77 Lacs for the year ended 31^st March 2017.

The Consolidated Financial Statements relate to the Company and its associate / joint venture company, Penta Auto Feeding India Ltd. These consolidated financial statements are prepared in compliance with all the applicable Accounting Standards. Separate audited accounts of Penta Auto Feeding India Ltd. are posted onto website of the Company at: http://www.kolsite.com/Upload/FinancialResult/PENTA%20F.Y%202016-17.pdf and hence the same are not annexed with this Annual Report. The separate audited financial statements of Penta Auto Feeding India Ltd. will also be made available to any shareholder of the Company, on request.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees or provided any security during the year. Details of Investments made during the year under review are given in the notes to financial statements.

11. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance Sheet.

12. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year under review were on an arm''s length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The Company has not entered into any material related party transaction during the year under review. The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board and is uploaded on the Company''s website:

http://www.kolsite.com/Upload/FinancialResult/ RELATED%20PARTY%20TRANSACTION%20POLICY.pdf The details of the transactions with Related Parties are provided in the accompanying financial statements.

13. RISK MANAGEMENT:

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

15. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 4 (four) meetings of the Board were held, as detailed in the Corporate Governance Report, forming part of this Annual Report.

16. AUDIT COMMITTEE COMPOSITION:

Audit Committee composition is presented in Corporate Governance Report. There have not been any instances during the year, when recommendations of the said committee were not accepted by the Board.

17. CORPORATE GOVERNANCE:

18. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

19. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company pursuant to the Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, had constituted the Internal Complaints Committee. During the year, no complaint was lodged with the Committee.

20. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Kirtane & Pandit LLP, a firm of Chartered Accountants were appointed as a Statutory Auditors of the Company for One term of 5 (five) consecutive years to hold office from the conclusion of the 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting (AGM). The Company has received their eligibility certificate subject to Section 139 and 141 of the Act and Rules made there under. Their appointment has to be ratified in terms of Section 139 (1) of the Companies Act, 2013.

Members are requested to consider the ratification of their re-appointment at the forthcoming AGM and authorize the Board of Directors to fix their remuneration. There is no audit qualification in the financial statements by the Statutory Auditors for the year under review.

21. COST AUDITORS:

As per Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Dhara Shah & Associates, a firm of qualified Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for the financial year 2017-18 on the recommendation made by the Audit Committee.

The remuneration of Rs. 1,20,000/- (Rupees One Lac Twenty Thousand Only) excluding Service Tax, Conveyance and out of pocket expenses, if any, proposed to be paid to the said Cost Auditors in respect of the said audit is subject to the ratification by the Members at the ensuing Annual General Meeting. They have conducted audit of Cost Accounting Records in respect of the financial year 2016-17 and report thereon shall be finalized and filed as statutorily provided.

Members are requested to consider the ratification of their remuneration payable for the financial year ending 31^st March, 2018.

22. SECRETARIAL AUDITORS AND THEIR REPORT:

In respect of comment of Secretarial Auditors in their report and of Statutory Auditors in certificate on Corporate Governance regarding Board composition, the Company has proposed the appointment of Mr. Boman Moradian as an Independent Director subject to your approval at the ensuing Annual General Meeting.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board has constituted a Corporate Social Responsibility Committee headed by Shri S. V. Kabra as Chairman, as detailed in the Corporate Governance Report, forming part of this Annual Report. CSR policy was also adopted in compliance with the provisions of section 135 of the Companies Act, 2013 and is uploaded on the Company''s website: http://www.kolsite.com/Upload/FinancialResult/REVISED%20CSR%20POLICY.pdf Further, additional information on the CSR Policy and implementation of CSR activities by your Company during the year under review are provided in Annexure-3.

The Company in respect of Financial Year 2014-15 and 2015-16 had spent Rs. 30 Lacs and Rs. 40 Lacs respectively in compliance of CSR Policy, to promote education. Such contributions were higher than CSR obligation as prescribed. In respect of Financial Year 2016-17, the Company could spend only specific amount, as process of identifying activities / projects is ongoing, so as to be in line with CSR objectives.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

25. REMUNERATION POLICY:

Brief outline of Company''s Policy on Director''s appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 has been disclosed in Annexure-5 to this report.

26. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

The Company has framed a policy on Vigil Mechanism-Whistle Blower, enabling all the employees and other stakeholders of the Company to report any matter activity on account of which the interest of the Company is adversely affected, as a Protected Disclosure. please refer company''s website at:

http://www.kolsite.com/Upload/FinancialResult/VIGIL%20MECHANISM%20WHISTLE%20BLOWER%20POLICY.pdf

27. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-6.

28. EXTRACT OF ANNUAL RETURN:

29. EMPLOYEE RELATIONS:

Employee relations continued to be cordial. The Company takes pride in the commitment and dedication shown by its employees in all areas of business.

30. ACKNOWLEDGEMENT:

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 16^th May, 2017 Chairman & Managing Director

(DIN:00015415)

Mar 31, 2015

Dear Members,

The Directors are pleased to present the THIRTY-SECOND ANNUAL REPORT together with the AUDITED STATEMENT OF ACCOUNTS for the year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE: (RS. in lacs)

PARTICULARS 2014-15 2013-14

Revenue from Operations and Other Income 27979.06 22508.04

Gross Profit before Finance Cost & Depreciation 3810.08 2524.69

Less : Finance Cost 344.08 184.30

Depreciation 760.95 592.86

Profit Before Tax 2705.05 1747.53

Add / (Less) : Provision for Taxation (530.00) (360.95)

Excess Provision of earlier year 70.92 -

Provision for Deferred Tax (6.09) 34.71

Net Profit After Tax & Deferred Tax 2239.89 1421.29

Depreciation Transitional Provision Effect (90.20) - (Net of Deferred Tax)

Balance b/f from previous year 5928.86 5210.43

Amount available for appropriation 8078.55 6631.72

APPROPRIATIONS:

Transferred to General Reserve 225.00 143.00

Proposed Dividend 638.04 478.53

Tax on Proposed Dividend 133.51 81.33

Surplus balance carried to Balance Sheet 7082.00 5928.86

8078.55 6631.72

Your company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 (Act) and Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgement relating to the financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the company's state of affairs, profits and cash flows for the year ended March 31,2015.

2. DIVIDEND:

Your Directors are pleased to recommend a dividend @ 40% i.e. RS. 2.00 per equity share of face value of RS. 5/- each for the year ended 31st March, 2015 subject to the Members' approval [@ 30% i.e. RS. 1.50 per share of RS. 5/- each for the previous year].

3. TRANSFER TO RESERVES:

The Company proposes to transfer RS. 225 lacs to the General Reserves out of the amount available for appropriation.

4. OPERATIONS AND OUTLOOK:

The Company has achieved Operational and Other Income for the year under review at RS. 27,979.06 lacs as against the previous years' Operational and Other income of RS. 22,508.04 lacs. The profit before tax amounts to RS. 2,705.05 lacs against the previous years' profit of RS. 1,747.53 lacs. Net Profit of the Company after tax, deferred tax amounts to RS. 2,239.89 lacs as against RS. 1,421.29 lacs of the previous year.

5. EXPORTS:

Exports during the year is RS. 9,093.86 lacs as against previous years' export of RS. 8,133.77 lacs and is about 34.09 % of total sales turnover.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Haridas S. Sanwal, Independent Director of the Company passed away on 15th May, 2015. He was associated with the Company since April, 1985. He had contributed his best in the interest of the Company. The Board places on record, its deep appreciation of invaluable contribution and guidance provided by him.

Shri Satyanarayan G. Kabra Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

Shri Varun S. Kabra and Smt. Jyoti V. Kabra were appointed as additional directors w.e.f. 13th February, 2015 and hold office upto the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of them, the Company has received notices in writing from Members along with the deposit of the requisite amount under Section 160 of the said Act proposing their candidature for the office of the Directors of the Company.

Further Smt. Jyoti V. Kabra has been appointed in compliance of Section 149 (1) of the said Act and Clause 49 of the Listing Agreement, providing for appointment of a Woman director on the Board.

Pursuant to the provisions of section 203 of the Act, the recognition of Shri S. Shenoy - Chief Executive Officer, Shri Jayant Sarpotdar - Chief Financial Officer and Shri Y. D. Sanghavi - Company Secretary as Key Managerial personnel of the Company was formalized. They have been in the employment of the company, before the enactment of said section which came into effect from April 1,2014.

7. INDEPENDENT DIRECTORS:

Shri Bajrang Lal Bagra was appointed by the Board of Directors with effect from 7th November, 2014 as an additional director and holds office upto the date of ensuing Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and the Company has received a notice in writing from a Member along with the deposit of the requisite amount under Section 160 of the said Act, proposing his candidature for the office of Director of the Company.

He is independent of the management in terms of Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

His appointment as an Independent Director of the Company is proposed to hold office for a term of 5 (five) years from the date of forthcoming Annual General Meeting and that he shall not be liable to retire by rotation.

In a separate meeting of Independent Directors held without the presence of Executive Directors, performance of non-independent directors, performance of the board as a whole and of Chairman was evaluated, taking into account the views of executive directors and non-executive directors and on the basis of evaluation criteria.

The evaluation framework for assessing the performance of Directors comprises of the following key areas -

i. Attendance at Board and its Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholders' and other stakeholders' interests.

The evaluation involves Self-evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

The details of Programme for familiarization of independent directors are put up on the website of the company at the link http://www.kolsite.com/manage/media/477341208KABRA-FAMILIARISATION- POLICY.pdf

All independent directors have given declaration that they meet the criteria of independence as provided in section 149 (6) of the Act, and clause 49 of the Listing Agreement. There has been no change in the circumstances, which has affected their status as independent director. The non-executive directors of the company had no pecuniary relationship or transactions with the company.

In the opinion of the Board, they fulfill the conditions of independence as specified and are independent of the management.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial control and compliance systems established and maintained by the Company, work performed by internal, statutory, cost and secretarial auditors and the review performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of opinion that the Company's Internal Financial Controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirm that:

i . in the preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2015, and of the profits of the Company for the said financial year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the said accounts on a "going concern basis";

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. SUBSIDIARY COMPANIES:

The Company has adopted a policy for determining material subsidiaries in terms on Clause-49 of the Listing Agreement which is uploaded on http://www.kolsite.com/manage/media/1726085958 24.%201427669759 KET-POLICY-ON-DETERMINING-MATERIAL-SUBSIDIARIES.pdf The company has no subsidiary company, nor has any company become or ceased to be a subsidiary of the company. The Company does not have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees or provided any security during the year.

Details of Investments made during the year under review are given in the notes to financial statements.

11. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

12. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval, prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value and terms and conditions of the transactions. Disclosure in AOC-2 is not required as there were no reportable transactions. The Company has adopted a policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board and is uploaded on the Company's website:http://www.kolsite.com/manage/media/1113468453 KET-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf Details of the transactions with Related Parties are provided in the accompanying financial statements.

13. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

14. INTERNAL CONTROL SYSTEM AND ADEQUACY:

The company's internal audit system are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same.

The Audit committee of the Board of Directors, Statutory Auditors and Departmental Heads are appraised of the internal audit findings and corrective actions taken.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

16. STATUTORY DISCLOSURE:

a. There is no change in nature of business of the company.

b. In terms of the first proviso to section 136 of the Act, the Report and Accounts are being sent to all the shareholders and is available on the Company's website.

c. During the year under review, the company has not issued any shares with differential voting rights nor has granted any stock option or sweat equity.

d. None of directors hold instruments convertible into equity shares of the company.

e. There have been no material changes and commitments, if any, affecting the financial position of the company which have occured between the end of the financial year of the company to which the financial statements relate and the date of the report.

17. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of Meetings of the Board held during the financial year 2014-15 form part of the Corporate Governance report.

18. AUDIT COMMITTEE COMPOSITION:

Audit Committee composition is presented in Corporate Governance Report.

There have not been any instances during the year, when recommendations of the said committee were not accepted by the Board.

19. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

20. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company pursuant to the Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, had constituted the Internal Complaints Committee. During the year no complaint was lodged with the Committee.

21. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Kirtane & Pandit LLP (previously known as M/s. Kirtane & Pandit), a firm of Chartered Accountants were appointed as a Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting (AGM).

The company has received their eligibility certificate subject to Section 139 and 141 of the Act and rules made there under. Their appointment has to be ratified in terms of Section 139 (1) of the Companies Act, 2013.

Members are requested to consider their re-appointment at the forthcoming AGM and authorize the Board of Directors to fix their remuneration.

There is no audit qualification in the financial statements by the Statutory Auditors for the year under review.

22. COST AUDITORS:

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Dhara Shah & Associates, a firm of qualified Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2015-16 on the recommendation made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting, would be RS. 1,20,000/- (Rupees One Lac Twenty Thousand Only) excluding Service Tax, Conveyance and out of pocket expenses, if any.

Members are requested to consider the ratification of their remuneration.

Audit of the cost records of the company are applicable in respect of financial year 2015-16 in terms of amended Companies (Cost Records and Audit) Rules, 2014.

23. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Bhandari & Associates, a firm of Company Secretaries in practice (CP No.366) to undertake the Secretarial Audit for the financial year ended 31st March, 2015. Their Report is annexed as Annexure 'A' to this report.

The Company is in the process of filing E-Form MGT - 10 with the Registrar of Companies as required under the provisions of Section 93 of the Companies Act, 2013 and pursuant to rule 13 of The Companies (Management and Administration) Rules, 2014 in respect of the changes in shareholding position of promoters and top ten shareholders as reported in the Secretarial Audit Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board has constituted a Corporate Social Responsibility Committee headed by Shri S. V. Kabra as Chairman. CSR policy was also adopted in compliance with the provisions of section 135 of the Companies Act, 2013 (Act). As a Part of its CSR initiatives, the Company has undertaken activity of "Promoting Education" in accordance with Schedule - VII of the said Act and amount of RS. 30 lacs was spent during the financial year 2014-15 against obligation of RS. 27 lacs. Report on CSR activities is annexed as Annexure 'B' to this report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure 'C' to this report.

26. REMUNERATION POLICY:

Brief outline of Company's Policy on Director's appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 has been disclosed in Annexure 'D' to this report.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'E' to this report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forms part of this Report as Annexure 'F'.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form No. MGT-9 is annexed as Annexure 'G' and forms an integral part of this report.

29. EMPLOYEE RELATIONS:

Employee relations continued to be cordial. The Company takes pride in the commitment and dedication shown by its employees in all areas of business.

30. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.

For and on behalf of the Board

Place : Mumbai S. V. Kabra Date : 26th May, 2015 Chairman & Managing Director

Mar 31, 2014

The Directors are pleased to present the THIRTY-FIRST ANNUAL REPORT and the AUDITED STATEMENT OF

ACCOUNTS for the year ended 31st March, 2014.

1 .FINANCIAL RESULTS: (Rs. in Lacs)

PARTICULARS 2013-2014 2012-2013

Revenue from Operations and Other Income 22528.71 18499.31

Gross Profit before Finance Cost & Depreciation 2524.69 2145.63

Less: Finance Costs 184.30 277.81

Depreciation 592.86 583.94

Profit Before Tax 1747.53 1283.88

Add / (Less): Provision for Taxation (360.95) (240.70)

MAT Credit Entitlement -- 57.38

Provision for Deferred Tax Liabilities 34.71 (14.38)

Net Profit After Tax & Deferred Tax 1421.29 1086.18

Balance b/f from previous year 5210.43 4606.49

Amount available for appropriation 6631.72 5692.67

APPROPRIATIONS:

Transferred to General Reserves 143.00 109.00

Proposed Dividend 478.53 319.02

Tax on Proposed Dividend 81.33 54.22

Surplus balance carried to Balance Sheet 5928.86 5210.43

6631.72 5692.67

2. DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 1.50 per share of Rs. 5/- each for the year ended 31st March, 2014 subject to the Members'' approval [Rs. 1/- per share of Rs. 5/- each for the previous year].

3. OPERATIONS AND OUTLOOK :

The Company has achieved Operational and Other Income for the year under review at 7 22,528.71 lacs as against the previous years'' Operational and Other income of Rs. 18,499.31 lacs. The profit before tax amounts to Rs. 1,747.53 lacs against the previous years'' profit of Rs. 1,283.88 lacs. Net Profit of the Company after tax, deferred tax and MAT Credit amounts to Rs. 1,421.29 lacs as against Rs. 1,086.18 lacs of the previous year.

4. EXPORTS:

Exports during the year is Rs. 8,133.77 lacs as against previous years'' export of Rs. 6,414.06 lacs and is about 36.45% of total sales turnover.

5. DIRECTORS:

Shri Shreevallabh G. Kabra Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

The Board of Directors of your Company at the meeting held on 21st May, 2014, in accordance with the provisions of Section 196, 197, 203 of the Companies Act, 2013 (Act) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to schedule V to the Act, and subject to approval of the Shareholders at the ensuing Annual General Meeting, considered and approved the re- appointment of Shri Shreevallabh G. Kabra as the Chairman & Managing Director of your Company for a further term of 5 (Five) years commencing from 1st April, 2014 to 31st March, 2019. Shri Satyanarayan G. Kabra and Shri Anand S. Kabra, being Executive Directors of the Company were not liable to retire by rotation, shall now retire by rotation pursuant to the provisions of Section 152 of Companies Act, 2013

6. INDEPENDENT DIRECTORS:

In order to comply with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges, Shri Haridas S. Sanwal, Shri Mahaveer Prasad Taparia, Shri Nihalchand C. Chauhan and Shri Yagnesh B. Desai are proposed to be appointed as Independent Directors for a term of 5 (Five) consecutive years from the date of ensuing Annual General Meeting.

They are independent of the Management in terms of Section 149 (6) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement and such appointment would comply with the requirement of appointing at least one-third of the total number of directors as Independent Directors on Board as prescribed under Section 149 (4) of the Act.

7. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i. in the preparation of annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the profits of the Company for the said financial year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. they have prepared the said accounts on a "going concern basis".

8. STATUTORY AUDITORS :

Messers. Kirtane & Pandit, a firm of Chartered Accountants and Statutory Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate of their eligibility for re-appointment u/s. 141 of the Companies Act, 2013. They have served as Statutory Auditors of the Company for 4 (Four) years from financial year 2010-11. They are proposed to be appointed for a one term of five consecutive years in terms of Section 139 of the Companies Act, 2013 to hold office from the conclusion of 31st Annual General Meeting untill the conclusion of 36th Annual General Meeting, subject to ratification of such appointment by members at every Annual General Meeting.

9. COST AUDITOR :

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Dhara Shah & Associates, a firm of qualified Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2014-15 on the recommendation made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting, would be Rs. 1,20,000/- (Rupees One Lac Twenty Thousand Only) excluding Service Tax, Conveyance and out of pocket expenses, if any

10. LISTING FEES :

The Company confirms that the Annual Listing Fees due to BSE Ltd., and National Stock Exchange of India Ltd., for the financial year 2014-15 have been paid.

11. CORPORATE GOVERNANCE :

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

12. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, and hence no disclosure is required to be made.

13. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE :

The Company pursuant to the Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder had constituted the Internal Complaints Committee to lodge complaints (if any). During the year no complaint was lodged.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board Place : Mumbai S. V. Kabra

Date : 21st May, 2014 Chairman & Managing Director

Mar 31, 2013

To , The Members of, Kabra Extrusiontechnik Limited, Mumbai.

The Directors are pleased to present the THIRTIETH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS of the company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

PARTICULARS 2012-2013 2011-2012

Revenue from Operations and Other Income 18499.31 19499.70

Gross Proft before Interest & Depreciation 2145.64 1824.72

Less : Finance Costs 277.81 100.49

Depreciation 583.94 465.31

Proft Before Tax 1283.89 1258.92

Less : Provision for Taxation (240.70) (291.10)

Add : MAT Credit Entitlement 57.38

Less : Provision for Deferred Tax Liabilities (14.38) (43.58)

Add :Excess provision of earlier years 76.47

Net Proft After Tax & Deferred Tax 1086.18 1000.71

Balance b/f from previous year 4606.49 4076.65

Amount available for appropriation 5692.67 5077.36

APPROPRIATIONS:

Transferred to General Reserves 109.00 100.10

Proposed Dividend 319.02 319.02

Tax on Proposed Dividend 54.22 51.75

Surplus balance carried to Balance Sheet 5210.43 4606.49

5692.67 5077.36

2. DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 1/- per share of Rs. 5/- each for the year ended 31st March, 2013 subject to the Members'' approval [Rs. 1/- per share of Rs. 5/- each for the previous year].

3. OPERATION AND OUTLOOK :

The Company has achieved Operational and Other Income for the year under review at Rs. 18,499.31 lacs as against the previous years'' Operational and Other income of Rs. 19,499.70 lacs. The proft before tax amounts to Rs. 1,283.89 lacs against the previous years'' proft of Rs. 1,258.92 lacs. Net Proft of the Company after tax, deferred tax and MAT Credit Entitlement amounts to Rs. 1,086.18 lacs as against Rs. 1,000.71 lacs of the previous year.

4. EXPORTS:

Exports during the year is Rs. 6,431.71 lacs as against previous years'' export of Rs. 6,184.54 lacs and is about 35.74% of total sales turnover.

5. DIRECTORS:

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Yagnesh B. Desai and Shri Nihalchand C. Chauhan, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment.

Shri Satyanarayan G. Kabra, Vice-Chairman & Managing Director and Shri Anand S. Kabra, Technical Director of the Company have been re-appointed by the Board of Directors subject to the approval of the members.

6. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confrm that :

i. in the preparation of annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013, and of the profts of the Company for the said fnancial year;

iii. they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the said accounts on a "going concern basis".

7. CONVERSION OF DEBT INVESTMENT IN PREFERRED SECURITIES OF GEC

During FY 2010-11, the Company acquired 15% equity stake in Gloucester Engineering Company Inc. USA (GEC); and thereafter in debts by advancing term loan and revolving limits.

The Board of Directors in its meeting held on 5th October, 2012 approved proposal for conversion of debt into preferred securities i.e. Compulsorily Convertible Preferred Securities (CCPS) offered by GEC.

The Company has received interest on outstanding working capital limit till 30th March, 2013 and interest on outstanding term loan accrued on it till aforesaid date;

GEC on 30th March, 2013 allotted CCPS at fair market value of USD 11.61 per security against the aggregate amount of working capital and term loan with accrued interest thereon outstanding as on above date.

Upon conversion of debt into CCPS, the Company became holder of 216644.53 number of CCPS at year end as long term investment in addition to 150000 number of its equity shares.

The said preferred stock will carry right to receive dividend @8% p.a. and at the end of 10 year from the date of allotment i.e. 30th March, 2013, it will be converted into 2 (two) equity (Common Stock) at offer price of USD 5.81 against 1 (one) CCPS held.

8. RECOGNITION OF IN-HOUSE R&D UNIT :

Your Company has been accorded recognition for its In-house R&D Unit at Plot No. 14 & 15, at Kachigam, Daman by Government of India, Ministry of Science and Technology, Department of Scientifc and Industrial Research, New Delhi.

This will entitle the In-house R&D Unit of the Company to avail Customs & Excise exemption on purchase of equipments, instruments, spares thereof, consumables etc. used for Research & Development subject to applicable laws and Government Policies in this behalf.

9. STATUTORY AUDITORS :

Messers. Kirtane & Pandit, Chartered Accountants, Auditors of the Company will retire from the offce of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certifcate of their eligibility for re-appointment u/s. 224 (1-B) of the Companies Act, 1956 and they are not disqualifed under amended section 226(3)(e) of the said Act.

10. COST AUDITOR :

Shri Rahul Anant Chincholkar a qualifed Cost Accountant holding valid certifcate of practice has been appointed as a Cost Auditor of the Company pursuant to section 233(B)(1)&(2) of the Companies Act, 1956 subject to the approval of the Central Government.

His appointment is made to conduct audit of cost accounting records of fnancial year from 1st April, 2013 to 31st March, 2014 maintained by the Company.

He has furnished a certifcate of eligibility for such appointment and is free from any disqualifcation and independent and is at arm''s length relationship with the Company. The cost Audit Report for the fnancial year ended 31st March, 2013 will be fled with Ministry of Corporate Affairs as prescribed statutorily.

11. LISTING FEES :

The Company confrms that the Annual Listing Fees due to BSE Ltd., and National Stock Exchange of India Ltd., for the fnancial year 2013-14 have been paid.

12. CORPORATE GOVERNANCE :

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

13. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure is required to be made.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 29th May, 2013 Chairman & Managing Director

Mar 31, 2012

To,The Members of, Kabra Extrusiontechnik Limited, Mumbai.

The Directors are pleased to present the TWENTY-NINETH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS for the year ended 31st March, 2012.

1. Financial results: (Rs. in Lacs)

PARTICULARS 2011-2012 2010-2011 (Current Year) (Previous Year)

Revenue from Operations and Other Income 19,499.70 22,610.20

Gross Profit before Interest & Depreciation 1,824.72 3,993.99

Less: Interest (Finance Cost) 100.49 88.12

Depreciation 465.31 388.23

Prof it Before Tax 1,258.92 3,517.64

Less: Provision for Taxation 291.10 851.26

Provision for Deferred Tax Liabilities 43.58 84.81

Add : Excess provision of earlier years 76.47 -

Net Profit After Tax & Deferred Tax 1,000.71 2,581.57

Balance b/f from previous year 4,076.65 3,543.94

Amount available for appropriation 5,077.36 6,125.51

APPROPRIATIONS: Transferred to General Reserves 100.10 1,400.00

Proposed Dividend 319.02 558.29

Tax on Proposed Dividend 51.75 90.57

Surplus balance carried to Balance Sheet 4,606.49 4,076.65

5,077.36 6,125.51

Your Directors are pleased to recommend a dividend of Re. 1/- per share of Rs. 5/- each for the year ended 31st March, 2012 subject to the Members' approval (Rs. 1.75 per share of Rs. 5/- each for the previous year on the Post bonus enhanced capital).

Your Company has achieved Operational and Other Income for the year under review at Rs. 19,499.70 lacs as against the previous years' Operational and Other income of Rs. 22,610.20 lacs. The profit before tax amounts to Rs. 1,258.92 lacs against the previous years' profit of Rs. 3,517.64 lacs. Net Profit of the Company after tax, deferred tax and excess provision of earlier year written back amounts to Rs. 1,000.71 lacs as against Rs. 2,581.57 lacs of the previous year.

Performance for the year under review was adversely affected by slowdown witnessed in end users industries.

During the year, the Company has manufactured a Five (5) Layer Blown Film Plant, first time in India with GEC technology at its newly developed manufacturing set-up at Dunetha and the said plant has been successfully supplied to a company based in Kerala to produce barrier film for edible oil packaging.

Exports during the year is Rs. 6,184.54 lacs, as against previous years' export of Rs. 6,798.79 lacs and is about 32.80% of total sales turnover.

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Anand Shreevallabh Kabra and Shri Mahaveer Prasad Taparia, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such appropriate accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profits of the Company for the said financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the said accounts on a "going concern basis".

Messers, Kirtane & Pandit, Chartered Accountants, Statutory Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate of their eligibility for re-appointment u/s. 224 (1 -B) of the Companies Act, 1956 and they are not disqualified under amended section 226(3)(e) of the said Act.

Shri A. P. Raman, a qualified Cost Accountant has been appointed as a Cost Auditor of the Company pursuant to section 233(B)(1)&(2) of the Companies Act, 1956 and subject to the approval of the Central Government.

In terms of order dt. 24m January 2012 issued by Ministry of Corporate Affairs, Cost Audit Branch, his appointment is made to conduct audit of cost accounting records of financial year from 1st April, 2012 to 31st March, 2013 maintained by the Company in respect of its product i.e. Plastic Processing Machinery covered by Chapter 84 of Central Excise Tariff Act.

He has furnished certificate of his eligibility for such appointment and he is free from any disqualification and is independent and is at arm's length relationship with the company.

In respect of Financial Year 2011-12, aforesaid qualified Cost Accountant shall certify Compliance Report as prescribed under Rule 5 of (The Cost Accounting Records) Rules, 2011.

The Company confirms that the Annual Listing Fees due to BSE Ltd. and National Stock Exchange of India Ltd. for the financial year 2012-13 have been paid.

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure required to be made.

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

S. V. Kabra Chairman & Managing Director

Place : Mumbai Date :29th May, 2012

Mar 31, 2011

The Members of,

Kabra Extrusiontechnik Limited,

Mumbai.

The Directors are pleased to present the TWENTY-EIGHTH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS for the year ended 31 st March, 2011.

1. FINANCIAL RESULTS: (Rs. in Lacs)

PARTICULARS 2010-2011 2009-2010 (Current Year) (Previous Year)

Sales Turnover and Other Income 22610.20 19730.48

Gross Profit before Interest & Depreciation 3951.32 3493.15

Less: Interest 45.46 71.41

Depreciation 388.22 338.95

Profit Before Tax (PBT) 3517.64 3082.79

Less: Provision for Taxation 851.26 900.00

Provision for Deferred Tax Liabilities 84.81 36.42

Profit After Tax (PAT) 2581.57 2146.37

Balance b/f from previous year 3543.94 3450.74

Amount available for appropriation 6125.51 5597.11

APPROPRIATIONS:

Transferred to General Reserves 1400.00 1400.00

Provision for Proposed Dividend 558.29 558.29

Provision for Tax on Proposed Dividend 90.57 94.88

Surplus balance carried to Balance Sheet 4076.65 3543.94

6125.51 5597.11

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.75 per share of Rs. 5/- each for the year ended 31st March, 2011 on the enhanced capital (i.e. Post Bonus) [Rs. 3.50 per share of Rs. 5/- each for the previous year] subject to the members' approval.

3. OPERATION AND OUTLOOK :

The Company has achieved the Operational and Other Income for the year under review at Rs. 22610.20 lacs as against the previous years' Operational and Other income of Rs. 19730.48 lacs an increase of 14.60%. The profit before tax amounts to Rs. 3517.64 lacs against the previous years' profit of Rs. 3082.79 lacs an increase of 14.10%. Net Profit of the Company after tax, deferred tax amounts to Rs. 2581.57 lacs as against Rs. 2146.37 lacs of the previous year an increase of 20.28%.

New unit at Dunetha (Nani Daman) is operational and will facilitate manufacturing of high-output blown film plants and existing product lines.

4. EXPORTS :

Exports during the year is Rs. 67.98 crores, as against previous years' export of Rs. 78.44 crores and is about 31% of total sales turnover.

5. DIRECTORS:

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Nihalchand Chunilal Chauhan and Shri Haridas Sagatmal Sanwal, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek their re-appointment.

It is proposed to vary terms of remuneration of Shri S. N. Kabra, Vice Chairman & Managing Director and Shri Anant S. Kabra, Technical Director for remaining tenure of their appointment w.e.f. July, 2011 to June, 2013 and August, 2011 to July, 2013 respectively.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2011, and of the profits of the Company for the said financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the said accounts on a "going concern basis".

7. CHANGE IN AUTHORISED & PAID-UP CAPITAL :

(i) Equity Shares of Rs. 10/- each was sub-divided into 2 (two) shares of Rs. 5/- each w.e.f. 19th May, 2010. New ISIN : INE900B01029 was allotted by the Depositories for fully paid equity shares of Rs. 5/- each;

(ii) Authorised Capital of the Company was increased from Rs. 10,00,00,000/- (Rupees Ten Crores) divided into 20000000 (Two Crores) Equity Shares of Rs. 5/- each to Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 40000000 (Four Crores) Equity Shares of Rs. 5/- each to facilitate issue of Bonus Shares;

(iii) The Company issued and allotted Bonus Shares on 9th September, 2010 in the ratio of 1:1 i.e. 1 (one) fully paid-up equity share of Rs. 5/- each for every fully paid-up share held by the Members as on record date fixed for the said purpose. Paid-up capital of the Company stands increased to Rs. 15,95,11,600/- (Rupees Fifteen Crores Ninety Five Lakhs Eleven Thousand Six Hundred Only) divided into 3,19,02,320 Equity Shares of Rs. 5/-each upon split and bonus as above.

8. INVESTMENT IN FOREIGN COMPANY :

The Company has acquired 15% stake in equity and debt of M/s. Gloucester Engineering Company Inc. (GEC), a US based company and accordingly invested about Rs. 9.27 cr. towards equity and Rs. 7.22 cr. towards debt.

With this minority investment, the Company would be able to reach out to the customers in the South & North America as well European Markets and shall benefit by its updated manufacturing technology for high-output high-end blown film lines.

9. AUDITORS :

Messers. Kirtane & Pandit, Chartered Accountants, Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate of their eligibility for re-appointment u/s.224 (1-B) of the Companies Act, 1956 and they are not disqualified under amended section 226(3)(e) of the said Act.

10. LISTING FEES:

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai and National Stock Exchange of India Ltd., Mumbai for the financial year 2011-12 have been paid.

11. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

12. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure required to be made.

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

14. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 30th May, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors are pleased to present the TWENTY-SEVENTH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS for the year ended 31st March, 2010.

1. FINANCIAL RESULTS: (Rs. in Lacs)

2009-2010 2008-2009 PARTICULARS (Current Year) (Previous Year)

Sales Turnover and Other Income 19730.48 15763.61

Gross Profit before Interest & Depreciation 3493.15 2052.75

Less: Interest 71.41 79.35

Depreciation 338.95 365.80

Profit Before Tax 3082.79 1607.60

Less: Provision for Taxation 900.00 370.00

Provision for Deferred Tax Liabilities 36.42 67.72

Net Profit After Tax & Deferred Tax 2146.37 1169.88

Balance b/f from previous year 3450.74 2960.72

Amount available for appropriation 5597.11 4130.60 APPROPRIATIONS

Transferred to General Reserves 1400.00 120.00

Provision for Proposed Dividend 558.29 478.53

Provision for Tax on Proposed Dividend 94.88 81.33

Surplus balance carried to Balance Sheet 3543.94 3450.74

5597.11 4130.60

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3.50 per share of Rs.5/- each for the year ended 31st March, 2010 (Rs. 6.00 per share of Rs. 10/- each for the previous year) subject to the members approval.

3. OPERATION AND OUTLOOK :

The Company has achieved the Operational and Other Income for the year under review at Rs. 19730.48 lacs as against the previous years Operational and Other income of Rs.15763.61 lacs an increase of 25.16%. The profit before tax amounts to Rs. 3082.79 lacs against the previous years profit of Rs. 1607.60 lacs an increase of 91.76%. Net Profit of the Company after tax, deferred tax and tax provision of earlier year amounts to Rs. 2146.37 lacs as against Rs. 1169.88 lacs of the previous year an increase of 83.47%.

4. EXPORTS:

Exports during the year is Rs. 78.44 crores, as against previous years export of Rs. 57.53 crores an increase of 36.35% and is 40.27% of total sales turnover.

5. DIRECTORS:

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Mahaveer Prasad Taparia and Shri Yagnesh B. Desai, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek their re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that :

(i) in the preparation of annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2010, and of the profits of the Company for the said financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the said accounts on a "going concern basis".

7. STOCK-SPLIT:

Members of the Company at an Extra-Ordinary General Meeting held on 5th May, 2010 have approved the Stock Split i.e. sub-division of each fully paid equity share of face value of Rs. 10/- into two equity shares of face value of Rs. 5/- each and accordingly the Authorised Share Capital of Rs. 10,00,00,000/- (Rupees Ten Crores) divided into 10000000 (One Crore) Equity Shares of Rs. 10/- each have been divided into 20000000 (Two Crores) Equity Shares of Rs. 5/- each and existing 7975580 fully paid equity shares of Rs. 10/- each comprising the Issued, Subscribed and Paid-up Equity Share Capital of the Company have been divided into 15951160 fully paid equity shares of Rs. 5/- each.

National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), the Depositories have assigned New ISIN : INE900B01029 for fully paid equity shares of Rs. 5/- each.

Record Date for the purpose was fixed on 18th May, 2010. New Shares were credited into the account of beneficiaries in case of shares held in demat form on 19th May, 2010. New Share Certificates were posted to those shareholders holding shares in physical mode. Existing certificates in relation to fully paid equity shares of the face value of Rs. 10/- each accordingly stands cancelled and of no effect from the said record date.

Consequent to stock-split, Clause V of Memorandum of Association and Article 3 of the Articles of Association of the Company also have been altered suitably to reflect the sub-division.

8. AUDITORS:

The Auditors M/s. A. G. Ogale & Co., Chartered Accountants, retire at the ensuing Annual General Meeting (AGM). However, they have not offered themselves for re-appointment at the said AGM.

In view of Special Notice received from a Member under Section 225(1) of the Companies Act, 1956 (the Act) and as recommended by the Audit Committee, it is proposed to appoint Messers. Kirtane & Pandit, Chartered Accountants as the Statutory Auditors in place of retiring Auditors.

Messers. Kirtane & Pandit, a renowned firm of Chartered Accountants has 16 Partners and conduct audit of many reputed companies, banks and have specialized knowledge in audit, taxation and other corporate matters.

They have furnished a certificate of their eligibility for appointment u/s.224 (1-B) of the Act. They are not disqualified in any manner in terms of Section 226(3) of the Act. The Shareholders are requested to consider their appointment in place of retiring auditors. The Board of Directors place on its record, the contribution made and support extended from time to time by the retiring Auditors.

9. LISTING FEES :

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai and National Stock Exchange of India Ltd., Mumbai for the financial year 2010-11 have been paid.

10. CORPORATE GOVERNANCE :

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

11. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, Shri S. V. Kabra, Chairman & Managing Director is the sole employee covered in the statement given hereunder as ANNEXURE A.

12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE B.

13. ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 26th May, 2010 Chairman & Managing Director

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